STANDARD TERMS AND CONDITIONS 

1.  Term of Agreement; Termination.   (a)  Once both parties execute this Agreement, the term shall begin and end as specified on the first page of the Agreement unless terminated sooner. 

(b)  If Contractor fails to comply with any of the terms and conditions of the Agreement and if such failure is not cured within thirty (30) days after the delivery of written notice from ONE specifying such failure and requesting cure of same, then ONE shall be entitled to terminate the Agreement at any time following the expiration of such 30-day period.  ONE may use its reasonable discretion to extend the 30-day period.  

(c)  In the event of any material breach of this Agreement by Contractor, ONE may terminate Contractor's performance of the Work immediately, provided that ONE first notifies Contractor in writing. 

(d)  In the event of termination, ONE will compensate Contractor for Work completed in accordance with the terms and conditions of this Agreement through the effective date of termination. 

2.  Independent Contractor.  It is understood and agreed that the relationship created by the Agreement is that of an independent contractor and that nothing in the Agreement shall be construed as constituting Contractor as an employee or agent of ONE for any purpose. In addition, the Agreement shall not be construed as creating any employment relationship, partnership or joint venture between Contractor and ONE. Contractor shall abide by the policies, rules, regulations or working requirements reasonably established by ONE and shall carry out and complete the Work in the manner reasonably specified by ONE. Contractor shall be responsible for all life, health or disability insurance; federal, state or local withholding taxes; unemployment insurance benefits; social security; worker’s compensation and similar expenses and/or deductions based on performance of the Work for ONE. 

3.  Deliverables; Delivery. Contractor may be asked to prepare and periodically deliver to ONE certain reports, analyses, models, pictorial diagrams, charts, etc., either in tangible or digital form (collectively “Deliverables”). Subject to the provisions of Sections 9 and 10 below, all Deliverables and all related documents, whether tangible or digital, as prepared by Contractor pursuant to this Agreement are considered works made for hire and shall become the property of ONE. 

(b)  Delivery under this Agreement means delivery to the ONE’s principal location unless specified otherwise. ONE may: (i) replace its authorized contact, (ii) cancel or reschedule the delivery date, or (iii) change the delivery location upon reasonable prior notice to Contractor. 

(c)  If Contractor fails to comply with a delivery commitment, Contractor will promptly notify ONE in writing of a revised delivery date.  If this happens, ONE may take such reasonable steps in law or equity to protect its business but will use its best efforts to work with Contractor to achieve a fair result. 

4.  Time Records.  If applicable, Contractor shall complete all time records and submit them for approval and signature by ONE or ONE's authorized contact.  Such signature shall be deemed to be ONE's acceptance of the fees invoiced by Contractor to ONE based upon the information set forth in each time record. 

5.  Indemnity.  Contractor agrees to indemnify and to hold ONE harmless:  (i) from any and all third party claims against ONE arising out of Contractor's negligent performance under this Agreement and, (ii) for any injuries to persons or property caused by the negligent acts or omissions of Contractor while performing Work under this Agreement. 

6.  Risk of Loss.  Contractor assumes all risk of personal injury and all risk of damage to, or loss of, personal property belonging to ONE when such loss is caused by Contractor under this Agreement.  Contractor assumes all risk of damage to, or loss of, personal property belonging to Contractor, unless such loss or damage is caused solely by ONE. 

7.  Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, LOST PROFITS, OR FOR ANY CLAIM OR DEMAND MADE BY ANY THIRD PARTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

8.  Confidentiality; Proprietary Rights.  (a) As used in the Agreement, “Confidential Information” means any confidential or proprietary information identified in writing as Confidential or proprietary that is disclosed by ONE to Contractor during the term of this Agreement, whether of a technical, business, or other nature (including, without limitation, writings, trade secrets, know-how and information relating to the Work, business plans, promotional and marketing activities, finances and other business affairs of ONE), related to a product or service used in or intended for use in interstate or foreign commerce that generally is not known to the public. Confidential Information may be contained in tangible materials, such as writings, drawings, models, data, specifications, reports, compilations and computer applications, or may be in the nature of unwritten knowledge. Confidential Information shall not be: (i) information already known to Contractor, (ii) information in, or that becomes in, the public domain, (iii) information acquired by Contractor from a third party entitled to disclose such information, or (iv) can be shown by documentation to have been independently developed by Contractor without reference to any Confidential Information.  Contractor agrees to maintain the confidentiality of information designated by ONE as confidential during and after the term of this Agreement. 

(b) All Deliverables created by Contractor pursuant to the Agreement shall become the property of ONE and Contractor shall not copy or communicate any such documentation to any third party without the prior written consent of ONE. 

(c)  Nothing in the Agreement shall be construed as granting, either expressly or by implication, estoppel or otherwise, any license to Contractor regarding any trademark, copyright, or other intellectual property now or later owned or controlled by ONE. Any materials, ideas or expressions developed by Contractor in any medium during the course of performing Work under the Agreement that relate to the Work or any invention, discovery or intellectual property owned or controlled by ONE shall become the property of ONE. The Contractor shall not retain any copies of the foregoing without ONE’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by ONE, the Contractor shall immediately deliver to the Company all such files, records, documents, images, information, and other items in its possession or under its control. 

9.  Copyrights.  (a)  Contractor agrees that all rights and title to Deliverables under this Agreement whether in written form, pictorial or other documentary or reproducible form, and in any medium whatsoever, belong exclusively to ONE and shall be considered works made for hire.  Any and all copyrights in and to such Deliverables are and shall be the sole property of ONE.  To the extent that any Deliverables may not by operation of law be works made for hire, this Agreement will constitute an irrevocable assignment by Contractor to ONE of the ownership of and all rights of copyright in such items, and ONE will have the right to obtain and hold in its own name all registrations which may be available in the Deliverables.  Contractor agrees to execute all documents reasonably requested by ONE and to render, at ONE's sole expense, whatever reasonable assistance ONE may request to enable ONE to perfect its ownership interest in and to such copyrights whether in the United States of America, its territories and possessions, or elsewhere in the world.  

(b)  Contractor agrees that ONE would be irreparably harmed by Contractor’s breach of this Section or Sections 8 or 10. 

10.  Patents.  To the extent that any Deliverable may be patentable, ONE may take such steps as it deems reasonably appropriate, at its expense, to file and prosecute any applications for patents in the United States and elsewhere, and the Contractor shall, on request, assign to ONE any such applications and any patents resulting therefrom. The Contractor shall take all such further steps as ONE reasonably may request to perfect ONE's sole and exclusive ownership of the Deliverable. 

11.  Warranties.  (a) Contractor makes the following ongoing representations and warranties as may be applicable to the Work:  (i) it has the right and authorization to enter into this Agreement and its performance of this Agreement will not violate the terms of any contract, obligation, law, regulation or ordinance to which it is or becomes subject; (ii) no claim, lien, or action exists or is threatened against Contractor that would interfere with ONE’s rights under this Agreement; (iii) Contractor is the sole author/creator of the Deliverables ; (iv) Work performed by Contractor will be of the highest professional standards and quality and will comply with all applicable laws; (v) Deliverables and Work do not infringe any privacy, publicity, reputation or intellectual property right of a third party; and (vi) Contractor has agreed not to assert his/her moral rights, if any, in the Deliverables, to the extent permitted by law. 

(b)  If any Deliverable or Work does not comply with the warranties in this Agreement, Contractor will replace the Deliverable or re-perform Work, without charge and in a timely manner. 

12.  IP Indemnity.  Contractor will, at its expense, indemnify, defend and hold ONE harmless against and, subject to the limitations set forth herein, pay all costs (including paying all reasonable attorneys' fees and costs of litigation) and damages made in settlement or awarded against ONE resulting from any claim based on an allegation that a Deliverable as supplied by Contractor infringes a U.S. patent, trademark, or copyright or misappropriates a U.S. trade secret of a third party, provided that ONE:  (i) gives Contractor prompt written notice of any such claim; (ii) allows Contractor to direct the defense and settlement of the claims; and (iii) provides Contractor with the information and assistance necessary for the defense and settlement of the claim.  If a final injunction is obtained in an action based on any such claim against ONE’s use of a Deliverable by reason of such infringement, or if in Contractor's opinion such an injunction is likely to be obtained, Contractor may, with ONE’s concurrence, either (i) obtain for ONE the right to continue using the Deliverable; (ii) replace or modify the Deliverable so that it becomes non-infringing. 

13.  Entire Agreement; Modification; Severability.  The Agreement constitutes the entire understanding of the Parties, supersedes all prior negotiations, representations, discussions, or agreements, and may be modified or amended only with the mutual written agreement of the Parties. The Agreement may be executed in counterparts, and facsimile copies of signatures shall be treated as original signatures for all purposes.  The Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.  If any of the provisions of the Agreement are in conflict with any applicable statute or rule of law or otherwise unenforceable, such offending provisions shall be null and void only to the extent of such conflict or unenforceability, but shall be deemed separate from and shall not invalidate any other provision of the Agreement. 

14.  No Other Promises or Inducements. There are no promises or inducements which have been made to any Party to the Agreement to cause such Party to enter into the Agreement other than those which are set forth in the Agreement. 

15.  Governing Law; Jurisdiction; Venue.  The Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflicts of law principles.  Contractor shall comply with all applicable laws during the performance of the Work. Each Party irrevocably consents to the venue and jurisdiction of any state or federal court located in Southeast Michigan. Each Party agrees that service of process may be made upon it at its address for notices under this Agreement. 

16.  Assignment.  Contractor may not assign its rights or obligations under the Agreement without the prior written consent of ONE. 

17.  Survival.  The provisions of Section 7 through 21 shall survive the termination of the Agreement or the completion of Work under this Agreement. 

18.  No Third-Party Beneficiaries.  The Agreement is made for the sole benefit and protection of the Parties to the Agreement.  No other person or entity shall have any rights whatsoever under the Agreement. 

19.  Force Majeure.  Neither Party will be liable under the Agreement for failure to perform any obligations thereunder if such failure is attributable to an act of God, war, insurrection, terrorism or riot; the inability to obtain necessary governmental approvals or licenses; fire, casualty, labor disputes, or other similar causes beyond the reasonable control of the respective Party. 

20.  Attorney’s Fees.  In any suit, action or proceeding commenced by either Party to enforce any rights under the Agreement or for breach of any term or condition, the prevailing Party shall be entitled to recover reasonable fees and disbursements of its counsel and other professionals retained in connection with such suit, action or proceeding. 

21.  Headings.  The headings of the various Sections in the Agreement are for convenience of reference only and shall not be deemed to modify or restrict any terms or provisions.